International Home Furnishings Center in HP Under Contract

February 28, 2011  by in UnCategorized   

By Home Furnishings Business in Acquisition on March 1, 2011

Bassett Furniture and the other shareholders of the International Home Furnishings Center have a contract to sell the largest showroom building in High Point.

The agreement, which was signed Feb. 25, said the group has entered into a stock purchase agreement with IHFC Acquisition Co. The transaction is expected to close on or before April 29.

According to an SEC filing, pretax proceeds from the transaction payable to Bassett are expected to be in the range of $73 million to $75 million at the time of closing. In addition, the Purchaser would  place $15 million at closing in escrow to cover various contingencies with unused portions of such to be released to Bassett and the other shareholders over a three-year period.

In the event that the closing conditions are satisfied but IHFC Acquisition Co. fails to close, Bassett will receive about $2.3 million as liquidated damages.

The shareholder breakdown is Bassett with 225,664 shares, 46.952 percent; Lincoln National Corp, 140,027 shares, 29.134 percent; R.B. Terry Charitable Foundation, 114,937, 23.914 percent; and Joseph Rawley, 1,000 shares. According to the documents, Rawley has a separate purchase agreement for selling his shares to the company.

The filing doesn't provide much detail about IHFC Acquisition Co., and in places where a representative from IHFC Acquisition would sign the details are left blank.

Further into the document, a confidentiality agreement between Bassett and The Related Cos. signed Nov. 3 is referenced and noted that the agreement should "continue in full force." There is also a reference to a confidentiality letter dated Oct. 12 involving The Related Cos. and Bain Capital Partners.

The Related Cos. is a shareholder in the World Market Center, organizers of the Las Vegas Market.

The purchase agreement, however, does mention World Market Center specifically regarding showroom space in Las Vegas. "Bassett shall enter into and deliver to the Purchaser at Closing a new five year lease at World Market Center in Las Vegas, Nevada, in a form reasonably acceptable to the Purchaser and Bassett (the 'Bassett World Market Center Lease').